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4 <br /> performance of the Work from Contractor's surplus as an offset to amounts otherwise due under <br /> subsection B of this section. <br /> F. Contractor Failure. If Contractor fails or refuses to accept direction or carry out the <br /> reasonable directions of the City in performance of its work, the City may, in addition to any <br /> other remedy, withhold from any payment otherwise due an amount that the City in good faith <br /> believes is equal to the cost to the City of correcting, re-procuring, or remedying any damage <br /> caused by Contractor's conduct. <br /> 5. Termination of Contract. City reserves the right to terminate this Agreement at any time <br /> by sending written notice of termination to Contractor("Notice"). The Notice shall specify a <br /> termination date ("Termination Date") at least ninety(90) days after the date the Notice is issued. <br /> The Notice shall be effective ("Notice Date")upon the earlier of either actual receipt by <br /> Contractor(whether by fax, mail, delivery or other method reasonably calculated to be received <br /> by Contractor in a reasonably prompt manner) or three calendar days after issuance of the Notice. <br /> Upon the Notice Date, Contractor shall immediately commence to end the Work in a reasonable <br /> and orderly manner. Unless terminated for Contractor's material breach, the Contractor shall be <br /> paid or reimbursed for: (a) all hours worked and Eligible Expenses incurred up to the Notice <br /> Date, less all payments previously made; and (b) those hours worked and Eligible Expenses <br /> incurred after the Notice Date, but prior to the Termination Date, that were reasonably necessary <br /> to terminate the Work in an orderly manner. The Notice shall be sent by the United States Mail <br /> to Contractor's address provided herein, postage prepaid, certified or registered mail, return <br /> receipt requested, or by delivery. In addition, the Notice may also be sent by any other method <br /> reasonably believed to provide Contractor actual notice in a timely manner, such as fax. The City <br /> does not by this section waive, release or forego any legal remedy for any violation, breach or <br /> non-performance of any of the provision of this Agreement. At its sole option, City may deduct <br /> from the final payment due the Contractor (a) any damages, expenses or costs arising out of any <br /> such violations,breaches, or non-performance and (b) any other backcharges or credits. No <br /> payment shall be made by the City for any expenses incurred or work done following the <br /> effective date of termination unless authorized in writing by the City. <br /> 6. Changes. The City may, from time to time, unilaterally change the scope of the services of <br /> the Contractor to be performed hereunder. Such changes, including any increase or decrease in <br /> the scope of work (and resulting increase or decrease in compensation), shall: (a)be made only in <br /> writing and signed by an authorized City representative, (b) be explicitly identified as a Change <br /> Order and (c)become a part of this Agreement. Changes in the term of the agreement shall be <br /> made by amendment agreed to by both parties. <br /> 7. Subletting/Assignment of Contracts, Conveyance of Title to Certain Assets. <br /> A. Contractor shall not sublet nor assign,any of the Work without the express, prior written <br /> consent of the City. • <br /> B. Contractor shall convey to the City at its option, title to assets such as lighting <br /> improvements, trash receptacles, planting containers, and other items of tangible personal <br /> property acquired for street and sidewalk use together with any other assets acquired by the <br /> Contractor for BIA purposes. <br /> 3 <br /> is <br />